Merck KGaA Sells Théramex To Teva for EUR 265 million

Merck KGaAMerck KGaA announced that it will sell Théramex, its Monaco-based pharmaceutical company specialized in women's health and gynecology, to Teva. Merck and Teva have signed an agreement whereby Teva will acquire all Théramex operations including 100% of the shares of Théramex S.A.M of Monaco and Théramex S.p.A. of Italy for a consideration of EUR 265 million. In addition, Merck will be eligible to receive certain performance-based milestone payments. Teva will have the distribution rights of Théramex products in certain countries including Spain and Brazil; Merck Serono will continue distributing Théramex products in certain other countries.

The divested Théramex business represents about EUR 100 million of sales in 2009, including sales in the countries where distribution rights will be acquired by Teva. The agreement is subject to regulatory approval. Closing of the transaction is expected towards the end of this year or early 2011.

"Theramex has built a solid reputation in France and Italy as a company dedicated to women's health and gynecology. As Théramex is entering the contraceptive market, we firmly believe that a combination with Teva will not only contribute to growing its position in the gynecological market but also to building a major player in the area of contraceptives," said Elmar Schnee, Member of the Executive Board of Merck and Head of the Merck Serono division, adding: "Merck Serono will pursue its strategy focused on delivering innovations to patients in its core therapeutic areas: neurodegenerative diseases, oncology, fertility, rheumatology and endocrinology; as well as bringing cardiometabolic care products in emerging markets where access to general medicines remains a high unmet medical need."

Commenting on today's transaction, Shlomo Yanai, Teva's President and Chief Executive Officer, said: "This is an important acquisition for Teva’s women’s health franchise. Théramex's diversified product portfolio, its seasoned sales force and promising pipeline will be combined with the strong R&D capabilities and product portfolio of our U.S. women’s health business. Together the global team will accelerate the expansion of our women’s health franchise into key growth markets in Europe and around the world and provide an excellent springboard for future sales. We very much look forward to working together with Théramex's experienced management team and having its work force join the Teva family."

Since joining the Merck Group in 1999, Théramex has developed a strong brand image and a reputation for quality among women’s health specialists. Today Théramex has more than 300 employees in France and Italy and offers a large portfolio of products in 50 countries, in the areas of gynecology, osteoporosis, peri-menopause, menopause and contraceptives, including, Orocal®, Colpotrophine®, Lutenyl®, Monazol®, Estreva®, Antadys® and Leeloo Gé®. Théramex is also developing, in partnership with Merck & Co., nomegestrol acetate (2.5mg)/17beta-estradiol (1.5mg), a combined oral contraceptive containing a unique combination of a natural estrogen identical to the estrogen produced by the woman's own body and a selective progestin, currently in registration in Europe.

J.P. Morgan is acting as exclusive financial advisor to Merck KGaA.

About Teva
Teva Pharmaceutical Industries Ltd. (NASDAQ:TEVA) is a leading global pharmaceutical company, committed to increasing access to high-quality healthcare by developing, producing and marketing affordable generic drugs as well as innovative and specialty pharmaceuticals and active pharmaceutical ingredients. Headquartered in Israel, Teva is the world's largest generic drug maker, with a global product portfolio of more than 1,250 molecules and a direct presence in approximately 60 countries. Teva's branded businesses focus on neurological, respiratory and women's health therapeutic areas as well as biologics. Teva's leading innovative product, Copaxone®, is the number one prescribed treatment for multiple sclerosis. Teva employs more than 40,000 people around the world and reached $13.9 billion in net sales in 2009.

About Merck
Merck is a global pharmaceutical and chemical company with total revenues of EUR 7.7 billion in 2009, a history that began in 1668, and a future shaped by approximately 40,000 (including Merck Millipore) employees in 64 countries. Its success is characterized by innovations from entrepreneurial employees. Merck's operating activities come under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest and free shareholders own the remaining approximately 30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.

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